TERMS AND CONDITIONS FOR CLIENT/EMPLOYERS’ ELIGIBILITY TO THE OAKWOOD INTERNS PROGRAM
Oakwood Interns Program will act as an intermediary for the placement of Ugandan Youth (herein after referred to as recruits/applicants/interns) who wish to gain work experience alongside their education and or after their education.
It is agreed between the parties to these terms and conditions that Interns placed through Oakwood Interns Program are already approved and enrolled in a university/training institution or possess the required education and skill requested for by the Client.
At no time does Oakwood take responsibility for the student’s enrolment within these academic institutions but will carry out reasonable checks with the Student and their University or academic institutions to verify results shared.
As a provider of work experience placements, the Client will take ultimate responsibility for ensuring and confirming that the interns shortlisted are enrolled in the appropriate Courses at the academic institutions.
a) The definitions and rules of interpretation in this clause apply to this agreement.
Actual Vacancies: The Client’s vacant position as the Client informs Oakwood from time to time in accordance with this agreement.
Assignment: shall have the meaning set out in clause 4.
Business Day: a day other than a Saturday, Sunday or public holiday when banks in Uganda are open for business.
Client: Company, organization or individual who employs the services of Oakwood Industries to provide interns to it.
Commencement Date: shall have the meaning set out in clause 2(c)).
Deposit: amount required to commence foundation training with Oakwood.
Indemnity: shall have the meaning set out in clause 9 and Indemnified and Indemnifies shall be construed accordingly.
Introduce: the provision to the client of information by Oakwood by way of curriculum vitae or in such format as the client may from time to time require which identifies the recruits and leads to the client engaging or employing the recruit and Introduction and Introduce shall be construed accordingly.
Introduction Date: the date Oakwood introduces the applicant to the client in accordance with clause 3.
Fees: shall have the meaning set out in clause 5
Order: signed employer/Client request form and acceptance of Oakwood terms of business
b) Clause, schedule and paragraph headings shall not affect the interpretation of these terms.
c) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality)
d) The schedule(s) form part of these terms and shall have effect as if set out in full in the body of these terms and any reference to these terms and conditions include the schedule(s).
e) A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
f) Unless the context otherwise requires, a reference to one gender shall include a reference to the other gender.
g) A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
h) A reference to writing or written includes faxes save where expressly stated to the contrary.
i) Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Basis of contract
a) These Terms shall be deemed to be incorporated in any agreement and quotation submitted by Oakwood to the Client. No contract shall be concluded between Oakwood and the Client unless and until the Client shall have accepted these Terms either expressly or by implication, and consequently anything in any document inconsistent with these Terms or any part thereof shall be deemed to be void and of no effect and every such document shall be deemed to include and/or incorporate these Terms.
b) Upon placing an order for Services the Client shall be deemed to have accepted these terms.
c) The Order shall only be deemed to be accepted when Oakwood has received the Employer Request Form and issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
d) The Contract constitutes the entire agreement between the parties including these terms and conditions. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Oakwood which is not set out in the Contract.
e) Any descriptions or illustrations contained in Oakwood catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the services described in them. They shall not form part of the Contract or have any contractual force.
f) These Conditions apply to the Contract to the exclusion of any other terms that the client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. Oakwood’s obligations
a) These terms are included in the agreement between Oakwood and the Client for the supply of recruits/applicants by Oakwood to the Client.
b) Oakwood agrees to search in the territory, for applicants for the Client who meet the Client’s minimum qualifications and other criteria for the Actual Vacancies.
c) Oakwood agrees to screen all applicants and to introduce to the Client only applicants who meet the minimum criteria for the position as set out by the client in the request form and have an interest in the positions for which they are introduced. Oakwood will endeavor to only introduce applicants who have the right to undertake a paid internship in the territory.
d) Prior to the commencement of the Assignment by the intern, Oakwood will send the Client the applicant’s employability profile including amongst others, the applicant’s bio data, academic scores, aptitude and character assessment score and performance on the foundation training work ethic and professionalism.
e) In the unlikely event an applicant is deemed unsuitable for the placement within 7 days starting with the commencement of the assignment, Oakwood will provide a replacement recruit at no extra charge. Period of response is based on availability.
f) Any resulting changes agreed, to the services, fees or any other aspect of the agreement shall be confirmed in writing. Otherwise, the previous arrangements shall apply.
4. Client’s obligations
a) When making a request for the provision of an intern/trainee to perform certain services (Assignment), the Client will give Oakwood details of:
a. the date on which the Client requires the Intern to commence the work experience and the duration, or likely duration, of the work experience;
b. the position which the Client seeks to fill, including the type of work the intern will be required to do, the location at which, and the hours during which the intern will be required to work, and any risk to health or safety known to the Client and what steps the Client has taken to prevent or control such risks;
c. the experience, training, qualifications and any authorization which the Client considers necessary, or which is required by law, or by any professional body, for the intern to possess in order to gain work experience; and
d. any expenses payable by or to the intern; and
e. shall make their own enquiries with regard to the intern’s acceptance on the appropriate course at the university or vocational training institution.
b) Endorse Oakwood as its exclusive provider of interns and graduate trainees.
c) Shall provide a detailed employer’s form on nature of services required from the Consultant. See Oakwood Vacancy Request form.
d) Shall provide a focal contact person who is available to liaise with, under the program
e) Share advertorial material, and promotion items that can be used to promote the firm and enhance knowledge of youth employability issues.
f) Shall have authority and mandate to enter into this memorandum of understanding.
g) Shall designate staff to provide relevant mentoring to interns and graduate trainees.
h) Shall ensure that interns do not work more than 40 hours a week.
i) Shall provide interns with an allowance for public transportation and lunch expenses. Any payment beyond that is at the discretion of the employer.
j) Graduate Trainees shall be provided transport at public transport rates, and lunch. A reasonable entry level allowance beyond the above stated should also be provided to the graduate trainees.
k) Employer should continually ensure that the working environment should be safe, secure and free of any form of harassment.
5. Fees, Deposit and VAT
a) Deposits placed with Oakwood are non-refundable. Where Oakwood is unable to find a suitable student within the specified time of the commencement date, Oakwood undertakes to take all reasonable measures to secure the intern for the Client at no extra cost.
b) The deposit is not refundable where applicants have been submitted for consideration and an offer is not made, or where an offer is made to any applicant, whether suitable or not, and declined by the applicant.
c) Where applicable, Oakwood shall charge VAT to the Client, at the prevailing rate, after providing the Client with a VAT invoice.
6. Default and early termination
a) Without limiting its rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:
a. Either party commits any material breach of this agreement (repeated failure by either party to comply with this agreement generally will amount to a material breach) and (in the case of a breach capable of being remedied) shall have failed to remedy the breach within ten Business Days after receiving a written notice of the breach requiring the breach to be remedied within such period; or
b. Either party becomes insolvent, is unable to pay its debts, ceases to trade, has a receiver appointed over the whole or any part of its assets, has an administrator appointed, enters into any composition with creditors generally, is wound up or any step is taken towards any of these events.
7. Effect of early termination
a) Any termination of this agreement however caused shall not affect:
a. any rights or liabilities which have accrued before the time of termination; or
b. the continuance in force of any provision of this agreement which expressly or by implication is intended to come into or continue in force after termination.
Each party shall ensure that, except as may be required by law or any regulatory authority, neither it nor any of its employees, agents or contractors (of any tier) shall make, or cause to be made, (whether to the employees, customers, suppliers, public, press or otherwise) any communication, media statement, announcement or other disclosure whatsoever, whether written or oral, about the other party to this agreement, the existence of this agreement or any matter referred to in this agreement without the other party’s prior written consent to its contents.
9. Indemnities and insurance
a) The Client shall indemnify Oakwood, its agents, assignees and any successor to Oakwood against all liability, assessment or claim;
a. In respect of any National Insurance contributions, income tax or other taxation obligations where such liability, assessment, or claim arises or is made in connection with payments made by the Client in respect of work done by the intern/trainee; or
b. arising from any such intern/trainee having at any time claimed or being held or deemed to have been an employee of the Client or been otherwise engaged directly by the Client including any claim for wrongful or unfair dismissal or redundancy payment amongst others; and
b) The Client also agrees to indemnify, defend and hold harmless Oakwood against all claims, costs, expenses and any other liabilities arising out of the acts or omissions of the Client, its employees or any other person, firm or company, or acts or omissions of the interns/trainees acting on the instructions of the Client or third parties on behalf of the Client.
a) Neither party shall during and after termination of this agreement, without the prior written consent of the other party, use or disclose to any other person any information of the other party which is identified as confidential or which is confidential by its nature.
b) Each party shall on demand and on termination of this agreement surrender all materials relating to such confidential information in its or its personnel’s agent or representatives’ possession.
11. Limitation of liability:
THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
a) Nothing in these Conditions shall limit or exclude Oakwood’s’ liability for:
a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
b. fraud or fraudulent misrepresentation; or
b) Subject to clause 11a):
a. Oakwood shall under no circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
b. Oakwood’s’ total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Fee for each Assignment.
c) Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are to the fullest extent as permitted by law, excluded from this Contract.
d) This clause 11 shall survive termination of the Contract.
12. Data protection compliance
a) To the extent that any data or information belonging to the client is personal and confidential in nature;
a. Oakwood will process such data and information only in accordance with the Client’s instructions;
b. Oakwood will not transmit such data and information without the Client’s prior express written consent; and
c. Oakwood will take such technical and organizational measures against unauthorized or unlawful processing of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate to the Client as data controller.
13. Warranties and undertakings
a) Oakwood warrants that it has the necessary expertise to provide the services contemplated in this agreement and will perform them in keeping with the highest professional business standards by using appropriately qualified, experienced and trained personnel.
b) Oakwood warrants that it does and it shall comply with the all relevant statutes, laws, regulations and codes of practice from time to time in force in the relevant Territory.
c) Each party warrants that it has full capacity and authority to enter into and perform this agreement.
The parties to this agreement agree that neither of them will either on their own account or in partnership or association with any person, firm, company or organization, or otherwise and whether directly or indirectly during, or for a period of six months from, the end of the term of this agreement, solicit or entice away or attempt to entice away or authorize the taking of such action by any other person, any key executive/administrative officer of the other party who has worked on the services provided under this agreement at any time during the term of this agreement.
15. Permanent Employment
If an Applicant placed with the Client by Oakwood is confirmed as a permanent employee including but not limited to full time, part time or contract basis, the Client is required to pay a fee equivalent to 5% of the annual remuneration of the recruit, payable to Oakwood immediately.
16. Assignment and sub-contracting
a) Neither party shall, without the prior written consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed), assign, transfer, mortgage, charge, or deal in any manner with this agreement or any of its rights and obligations under this agreement (or any document referred to in it), or purport to do any of the same.
b) Each party that has rights under this agreement is acting on its own behalf and not for the benefit of another person.
17. Warranties and Representations
a) Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in the agreement and/or terms herein. Each party agrees that its only liability in respect of those representations and warranties that are set out in the agreement (whether made innocently or negligently) shall be for breach of contract.
b) No variation of these terms shall be effective unless it is in writing and signed by each of the parties (or their authorized representatives).
18. Governing law and jurisdiction
a) These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the Laws of Uganda.
b) The parties irrevocably agree that the courts of Uganda shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation.